10 Fluor Corporation KEY BOARD RESPONSIBILITIES • Advising and counseling management regarding significant issues facing the company. • Assessing senior management and Board succession planning, taking into account diversity of thinking, experience, gender and ethnicity. • Overseeing the company’s integrity and ethics programs to remain compliant with laws. • Evaluating and shaping the company’s overall strategy and long-term strategic goals. • Monitoring operating results and financial performance as well as overseeing financial reporting and the inclusion of certain non-financial (environmental, social and governance) metrics. • Understanding and assessing risks to the company, taking into account, among others, the four megatrends identified in 2021. • Overseeing and guiding the company’s engagement with key constituents, including shareholders, employees and communities. BOARD OVERSIGHT The Board is highly engaged in assessing risk management, compliance, sustainability, stakeholder and governance matters and regularly receives updates on our performance, initiatives and challenges via four committees. Audit Committee • Oversees compliance with legal and regulatory requirements. • Reviews and discusses the company’s enterprise risk management process, significant enterprise risks and internal controls. Commercial Strategies and Operational Risk Committee • Reviews and discusses risk related to prospects and current projects. • Coordinates and communicates with the Board’s Audit Committee regarding risk assessment and risk management. Governance Committee • Reviews and receives management reports regarding sustainability, stakeholder and governance programs, initiatives and metrics. • Reviews policies and procedures relating to charitable, educational and political contributions. • Oversees the Board composition, qualifications and diversity. Organization and Compensation Committee • Plays a key role in human capital management and overseeing strategic employment and workplace policies, practices and outcomes, including those relating to equal employment opportunity; nondiscrimination; inclusivity in the workplace; and environmental, health and safety policies. • Leads succession planning for the CEO and oversees succession for the other C-suite members. GUIDING FOR THE FUTURE BOARD OF DIRECTORS BOARD METRICS AT THE END OF 2023 90% Independent (2022: 89%) 30% of Directors added within the last 4 years (2022: 44%) 40% Female (2022: 32%) 50% Blended (Female and ethnic minority) (2022: 44%) Our Board of Directors provides ongoing guidance to the Fluor Management Team in the interest of shareholders. Additionally, our Board plays an important role in our corporate governance process.
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